Uday Yadav
XylemAbout Uday Yadav
Uday Yadav (age 62) is an independent director of Xylem Inc. since 2020, currently serving on the Audit Committee and the Nominating & Governance Committee; he is CEO of TK Elevator (since May 2022) and brings over 20 years of global industrial leadership with deep operations, strategy, risk management, and emerging markets expertise . The Board has determined he is independent; overall Board and committee attendance in 2024 was >97%, with each director nominee, including Yadav, attending 94% or more of meetings .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Eaton | President & COO, Electrical Sector; prior leadership roles across groups and geographies | 1999–May 2022 (Electrical Sector July 2019–May 2022) | Global P&L leadership, new product/service deployment, energy transition initiatives |
| Aeroquip-Vickers (acquired by Eaton) | Leadership role | Pre-1999 | Industrial operations experience |
| Lucas Engineering & Systems (UK) | Early career role | Pre-1999 | Engineering and systems background |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| TK Elevator | Chief Executive Officer | May 2022–present | Private company; CEO responsibilities |
| Public Company Boards | Director | Current total = 1 | Yadav serves on one public company board (Xylem) |
Board Governance
- Independence: Independent director; Board determined all nominees except the CEO are independent .
- Committees: Audit (member; 7 meetings in 2024; all members financially literate; designated “financial experts” are Earl R. Ellis and Victoria D. Harker) and Nominating & Governance (member; 3 meetings in 2024) .
- Attendance: 2024 Board/committee attendance >97% overall; each director nominee attended ≥94% of applicable meetings .
- Executive sessions: Regular executive sessions of independent directors at all Board meetings .
- Years of service: Director since 2020 .
- Board effectiveness: Annual Board and committee self-assessments; periodic third‑party facilitation; disciplined governance framework .
Fixed Compensation
| Element | Amount | Detail |
|---|---|---|
| Annual Cash Retainer | $105,000 | Standard non-employee director cash retainer for 2024 . |
| Committee Chair Fees | $0 | Not a committee chair; Audit Chair $25,000; LDCC Chair $20,000; other chairs $15,000 . |
| Meeting Fees (Excess) | N/A | $2,000 in-person / $1,000 telephonic for excess meetings (if applicable) . |
| All Other Compensation | $132 | Group life insurance premium; directors eligible for Watermark matching (Yadav not listed among >$1,000 match recipients) . |
Director compensation table (2024):
| Name | Fees Earned or Paid in Cash ($) | Stock Awards ($) | All Other Compensation ($) | Total ($) |
|---|---|---|---|---|
| Uday Yadav | 105,000 | 165,000 | 132 | 270,132 |
Program features:
- Pay directors solely in cash and equity; target at least 50% of value in equity; stock ownership guidelines and compensation limits; director program unchanged in 2024 following 2023 review .
Performance Compensation
Non-employee directors do not receive performance-based incentives; equity is granted as time-based RSUs vesting before the next annual meeting (grant 1,156 RSUs on May 16, 2024 at $142.68; Board Chair received an additional 491 RSUs) . Company-wide pay-for-performance context (for alignment and oversight) – 2024 AIP Team Financial Metrics and outcomes:
| Metric | Weighting | 2024 Target | 2024 Actual | Actual vs Target | Payout % |
|---|---|---|---|---|---|
| Organic Revenue ($M) | 25% | 8,520 | 8,626 | 101% | 131% |
| Adjusted EBITDA ($M) | 25% | 1,670 | 1,762 | 106% | 183% |
| Free Cash Flow Conversion (%) | 25% | 115% | 113% | -2% delta | 96% |
| Team Performance Score | — | — | — | — | 137% |
Other Directorships & Interlocks
| Entity | Type | Role/Committee | Potential Interlock |
|---|---|---|---|
| Xylem Inc. (NYSE: XYL) | Public | Director; Audit; Nominating & Governance | None disclosed . |
| TK Elevator | Private | CEO | No related-party transactions with Xylem disclosed since Jan 1, 2024 . |
Expertise & Qualifications
- Global leadership, operations, strategy, risk management; deep emerging markets experience; 20+ years in heavy industry, aerospace, automotive; business model innovation including energy transition tied to climate change .
Equity Ownership
| Holder | Total Beneficial Ownership (shares) | % of Class | Notes |
|---|---|---|---|
| Uday Yadav | 6,170 | <1% | Based on 243,322,974 shares outstanding (as of Mar 7, 2025); footnotes show deferred RSUs counted for certain directors (Yadav not listed) . |
Outstanding awards (12/31/2024):
| Award Type | Quantity | Notes |
|---|---|---|
| Unvested RSUs | 1,156 | Annual director grant (time-based; no options outstanding) . |
| Options | 0 | No director options outstanding . |
| Pledged/Hedged | Prohibited | Insider policy bans hedging, pledging, shorting . |
Ownership alignment:
- Director stock ownership guideline: 5× annual cash retainer; compliance monitored; as of March 7, 2025, all directors and executives have met or are on track to meet guidelines .
Governance Assessment
- Board effectiveness and independence: Yadav is independent, engaged (≥94% attendance), and contributes domain expertise on operations and emerging markets; committees with robust charters and oversight (financial reporting, cybersecurity; governance, sustainability, CEO succession) .
- Compensation alignment: Director pay structure emphasizes equity (RSUs) and ownership guidelines; no perquisites specific to directors beyond minor insurance and CSR matching; total 2024 director compensation $270,132 for Yadav, with majority in equity .
- Conflicts/related-party exposure: No related-party transactions requiring disclosure since Jan 1, 2024; policy requires prompt reporting and N&G review; any committee member with a conflict must recuse .
- Trading/pledging risk controls: Robust insider trading policy with blackout windows and 10b5‑1 requirements; prohibitions on hedging, pledging, and shorting reduce misalignment risks .
- Shareholder signals: Say‑on‑Pay approval 82.7% in 2024 and 83.1% in 2023 indicate solid investor support for pay design and governance; Board maintains majority voting, proxy access, and independent Chair .
- RED FLAGS: None observed in filings; no hedging/pledging permitted; no related‑party transactions; high attendance; no excess outside public board commitments (policy caps and N&G oversight apply) .